<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1997
REGISTRATION STATEMENT NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
THE ARNOLD PALMER GOLF COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TENNESSEE 62-0331019
(State or incorporation) (I.R.S. Employer Identification No.)
</TABLE>
6201 MOUNTAIN VIEW ROAD, OOLTEWAH, TENNESSEE 37363
(Address of principal executive offices, including zip code)
------------------------------------
ENDORSEMENT AGREEMENTS
BY AND BETWEEN
THE ARNOLD PALMER GOLF COMPANY
AND
STEVE STRICKER
TOM WARGO
LEN MATTIACE
BUD ALLIN
(Full title of the plan)
<TABLE>
<S> <C>
GEORGE H. NICHOLS A. ALEXANDER TAYLOR, II, ESQ.
PRESIDENT AND CHIEF OPERATING MILLER & MARTIN
OFFICER 1000 VOLUNTEER BUILDING
THE ARNOLD PALMER GOLF COMPANY CHATTANOOGA, TENNESSEE 37402
6201 MOUNTAIN VIEW ROAD (423) 756-6600
OOLTEWAH, TN 37363
(423) 238-5890
</TABLE>
(Name, address and telephone number, including zip code, of agents for service)
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
- --------------------------------------------------------------------------------------------------
Common Stock, $.50 par
value per share........... 200,000 shares $4.00 $800,000 $242.42
</TABLE>
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(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, this
registration statement also registers such additional shares of Common Stock
as may be offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 on the basis of the
last reported sale price of the Common Stock on January 3, 1997 as reported
on the NASDAQ small cap market in The Wall Street Journal.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
- ---------------
* The information required by Items 1 and 2 of Form S-8 is not filed as a part
of this registration statement in accordance with the Note to Part I of Form
S-8 and Rule 428(b)(1) under the Securities Act of 1933, as amended.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by The Arnold Palmer Golf Company
(the "Registrant") with the Securities and Exchange Commission are hereby
incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
September 30, 1996;
(b) All reports and registration statements filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
since September 30, 1996; and
(c) The description of the Common Stock included in the Registrant's
Restated Charter filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended February 25, 1995, as amended by the Articles
of Amendment to the Restated Charter filed as an exhibit to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
August 31, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
completion or termination of this offering shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Charter provides that no director of the
Registrant shall be liable to the Registrant or to its shareholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not limit the liability of a director in violation of sec. 48-12-102(b)(3)
of the Tennessee Business Corporation Act, as now existing and as amended from
time to time in the future. In addition, the Restated Charter limits the
monetary liability of the directors of the Registrant to the fullest extent
permitted by Tennessee law, as now existing and as amended from time to time in
the future.
The Registrant's Restated Charter further provides that each director,
officer, employee and agent of the Registrant, shall be entitled to
indemnification or to advancement of expenses in accordance with the applicable
provisions of the Tennessee Business Corporation Act, as now existing and as
amended from time to time in the future. The Restated Charter provides that
nothing contained in the indemnification provisions in the Restated Charter
shall affect any rights to indemnification or advancement of expenses to which
any director, officer, employee or agent of the Registrant is entitled by
contract or otherwise under law.
The Registrant's Amended and Restated Bylaws provide that the Registrant
shall indemnify and advance expenses to each present and future director and
officer of the Registrant, or any person who may have served at its request as a
director or officer of another corporation (and, in either case, his heirs,
executors and administrators), to the full extent allowed by the laws of the
State of Tennessee both as now in effect and as hereafter adopted. The Amended
and Restated Bylaws of the Registrant provide that the Corporation may
3
<PAGE> 4
indemnify and advance expenses to any employee or agent of the Registrant who is
not a director or officer (and his heirs, executors and administrators) to the
same extent as to a director or officer, if the Board of Directors determines
that to do so is in the best interest of the Registrant.
The Amended and Restated Bylaws further provide that the rights granted
therein shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled and that the Registrant may purchase and
maintain insurance on behalf of a director, officer, employee or agent of the
Corporation against any liability asserted against him or her or incurred by him
or her in any such capacity arising out of his or her status as such whether or
not the Company would have the power to indemnify him or her against such
liabilities under the Amended and Restated Bylaws or the Tennessee Business
Corporation Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits to the registration statement are listed in the Exhibit Index
included elsewhere herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person connected with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
4
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chattanooga, State of Tennessee, on January 6, 1997.
THE ARNOLD PALMER GOLF COMPANY
By: /s/ GEORGE H. NICHOLS
------------------------------------
President and Chief Operating
Officer
5
<PAGE> 6
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoints George H. Nichols and David J. Kirby, and each of them, as
attorneys-in-fact with full power of substitution, to execute in their
respective names and on behalf of the Registrant and each such person,
individually and in each capacity stated below, any and all amendments
(including post-effective amendments) to this registration statement as the
attorneys-in-fact and to file any such amendment to the registration statement
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and their substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and their substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------------- -----------------
<C> <S> <C>
/s/ JOHN T. LUPTON Chairman of the Board and January 6, 1997
- ------------------------------------- Chief Executive Officer; Director
John T. Lupton (principal executive officer)
/s/ GEORGE H. NICHOLS President and Chief Operating January 6, 1997
- ------------------------------------- Officer; Director
George H. Nichols
/s/ DAVID J. KIRBY Vice President -- Finance (principal January 6, 1997
- ------------------------------------- financial and accounting officer)
David J. Kirby
/s/ ARTHUR P. BECKER Director January 6, 1997
- -------------------------------------
Arthur P. Becker
/s/ ROBERT H. CALDWELL Director January 6, 1997
- -------------------------------------
Robert H. Caldwell
/s/ DAVID S. GONZENBACH Director January 6, 1997
- -------------------------------------
David S. Gonzenbach
/s/ JAMES L. E. HILL Director January 6, 1997
- -------------------------------------
James L. E. Hill
/s/ RICHARD J. HORTON Director January 6, 1997
- -------------------------------------
Richard J. Horton
/s/ ARNOLD D. PALMER Director January 6, 1997
- -------------------------------------
Arnold D. Palmer
/s/ JOEL W. RICHARDSON, JR. Director January 6, 1997
- -------------------------------------
Joel W. Richardson, Jr.
</TABLE>
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE*
- ----------- ---------------------------------------------------------------- --------------
<S> <C> <C>
4.1** Restated Charter of the Company
4.2*** Amended and Restated Bylaws of the Company
5 Opinion of Miller & Martin
24.1 Consent of Miller & Martin (included in Exhibit 5)
24.2 Consent of Arthur Andersen LLP
25 Power of Attorney (reference is made to the signature page of
this registration statement)
</TABLE>
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* The page numbers where exhibits (other than those incorporated by reference)
can be found are indicated only on the manually signed registration
statement.
** Incorporated herein by reference to the Company's Form 10-K for the year
ended February 25, 1995 and the Company's Form 10-Q for the quarterly period
ended August 31, 1996.
*** Incorporated herein by reference to the Company's Form 10-K for the year
ended February 25, 1995.
7
<PAGE> 1
EXHIBIT 5
[MILLER & MARTIN LETTERHEAD]
January 6, 1997
The Arnold Palmer Golf Company
6201 Mountain View Road
Ooltewah, TN 37363
Attention: George H. Nichols
President and Chief Operating Officer
Re: Registration Statement on Form S-8 -
200,000 Shares of Common Stock
------------------------------------
Gentlemen:
We are legal counsel to The Arnold Palmer Golf Company, a Tennessee
corporation (the "Company"), and have acted as such in the preparation and
filing of its Registration Statement on Form S-8 dated January 6, 1997 with
the Securities and Exchange Commission (the "SEC") pursuant to the requirements
of the Securities Act of 1933, as amended, and the General Rules and
Regulations of the SEC promulgated thereunder for the registration of 200,000
shares (the "Shares") of common stock of the Company. In connection with the
following opinion, we have examined and have relied upon such documents,
records, certificates, statements and instruments as we have deemed necessary
and appropriate to render the opinion herein set forth.
Based upon the foregoing, it is our opinion that the Shares, when
and if issued and sold in the manner set forth in the Registration Statement,
will be legally and validly issued, fully paid and nonassessable.
The undersigned hereby consents to filing this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
MILLER & MARTIN
<PAGE> 1
EXHIBIT 24.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January 3,
1997, included in The Arnold Palmer Golf Company's Form 10-K for the transition
period ended September 30, 1996, and to all references to our firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
January 6, 1997
